Appendix 3B. New issue announcement, application for quotation of additional securities and agreement

Transcription

1 Appendix 3B Rule 2.7, , , , application for quotation of additional securities and agreement Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX s property and may be made public. Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, and 04/03/13 Name of entity EUROPEAN METALS HOLDINGS LIMITED ARBN We (the entity) give ASX the following information. Part 1 All issues You must complete the relevant sections (attach sheets if there is not enough space). 1 +Class of +securities issued or to be issued 1. CHESS Depository Interests (CDI) 2. B Class Performance Shares 2 Number of +securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion) 4 Do the + securities rank equally in all respects from the + issue date with an existing + class of quoted + securities? 1. 5,000, ,000, CDI s 2. B Class Performance Shares 1. Yes 2. No upon meeting performance indicators, shares will rank equally in all respects If the additional + securities do not rank equally, please state: the date from which they do the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 04/03/2013 Appendix 3B Page 1

2 5 Issue price or consideration 1. $0.52 per CDI 2. 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 1. Placement to Rare Earth Minerals Plc as approved by Shareholders at Annual General Meeting held 18 November In consideration for the previous acquisition of European Metals (UK) Ltd as approved by Shareholders at Annual General Meeting held 18 November a 6b 6c 6d 6e 6f 6g Is the entity an + eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b 6h in relation to the + securities the subject of this Appendix 3B, and comply with section 6i The date the security holder resolution under rule 7.1A was passed Number of + securities issued without security holder approval under rule 7.1 Number of + securities issued with security holder approval under rule 7.1A Number of + securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) Number of + securities issued under an exception in rule 7.2 If + securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the + issue date and both values. Include the source of the VWAP calculation. Yes 18 November h If + securities were issued under rule 7.1A for noncash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity s remaining issue capacity under rule 7.1 and rule 7.1A complete Annexure 1 and release to ASX Market Announcements ,412, A 12,941, Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. 24 November 2016 Appendix 3B Page 2 04/03/2013

3 8 Number and + class of all + securities quoted on ASX (including the + securities in section 2 if applicable) Number 129,417,126 CDIs + Class 9 Number and + class of all + securities not quoted on ASX (including the securities in section 2 if applicable) Number + Class 3,750,000 Options 16.6 cents exercise price expiring on 17 August ,000,000 B Class Performance Shares 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) The Company does not currently have a dividend policy. Part 2 Pro rata issue 11 Is security holder approval required? 12 Is the issue renounceable or nonrenounceable? 13 Ratio in which the + securities will be offered 14 + Class of + securities to which the offer relates 15 + Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 04/03/2013 Appendix 3B Page 3

4 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do security holders sell their entitlements in full through a broker? 31 How do security holders sell part of their entitlements through a broker and accept for the balance? 32 How do security holders dispose of their entitlements (except by sale through a broker)? 33 + Issue date Part 3 Quotation of securities You need only complete this section if you are applying for quotation of securities 34 Type of + securities (tick one) (a) + Securities described in Part 1 (b) All other + securities Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities Entities that have ticked box 34(a) Additional securities forming a new class of securities Tick to indicate you are providing the information or documents 35 If the + securities are + equity securities, the names of the 20 largest holders of the additional + securities, and the number and percentage of additional + securities held by those holders 36 If the + securities are + equity securities, a distribution schedule of the additional + securities setting out the number of holders in the categories 1 1,000 1,001 5,000 Appendix 3B Page 4 04/03/2013

5 37 5,001 10,000 10, , ,001 and over A copy of any trust deed for the additional + securities Entities that have ticked box 34(b) 38 Number of + securities for which + quotation is sought 39 + Class of + securities for which quotation is sought 40 Do the + securities rank equally in all respects from the + issue date with an existing + class of quoted + securities? If the additional + securities do not rank equally, please state: the date from which they do the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another + security, clearly identify that other + security) 42 Number and + class of all + securities quoted on ASX (including the + securities in clause 38) Number + Class 04/03/2013 Appendix 3B Page 5

6 Quotation agreement 1 + Quotation of our additional + securities is in ASX s absolute discretion. ASX may quote the + securities on any conditions it decides. 2 We warrant the following to ASX. The issue of the + securities to be quoted complies with the law and is not for an illegal purpose. There is no reason why those + securities should not be granted + quotation. An offer of the + securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act. Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any + securities to be quoted and that noone has any right to return any + securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the + securities be quoted. If we are a trust, we warrant that no person has the right to return the + securities to be quoted under section 1019B of the Corporations Act at the time that we request that the + securities be quoted. 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement. 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before + quotation of the + securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete. Sign here: Date: 24 November 2016 Print name: JULIA BECKETT Company Secretary == == == == == Appendix 3B Page 6 04/03/2013

7 Appendix 3B Annexure 1 Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities Introduced 01/08/12 Amended 04/03/13 Part 1 Rule 7.1 Issues exceeding 15% of capital STEP 1: Calculate A, the base figure from which the placement capacity is calculated Insert number of fully paid ordinary securities on issue 12 months before date of issue or agreement to issue Add the following: Number of fully paid ordinary securities issued in that 12 month period under an exception in rule 7.2 Number of fully paid ordinary securities issued in that 12 month period with shareholder approval Number of partly paid ordinary securities that became fully paid in that 12 month period 123,917, ,000 Exercise of Warrants (issued 22 November 2016) 5,000,000 Placement (issued 24 November 2016) Note: Include only ordinary securities here other classes of equity securities cannot be added Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed It may be useful to set out issues of securities on different dates as separate line items Subtract the number of fully paid ordinary securities cancelled during that 12 month period A 129,417,126 STEP 2: Calculate 15% of A B 0.15 [Note: this value cannot be changed] Multiply A by ,412,569 STEP 3: Calculate C, the amount of placement capacity under rule 7.1 that has already been used Insert number of equity securities issued or agreed to be issued in that 12 month period not counting those issued: Under an exception in rule 7.2 Under rule 7.1A With security holder approval under rule 7.1 or rule 7.4 Note: This applies to equity securities, unless specifically excluded not just ordinary securities Include here (if applicable ) the securities the subject of the Appendix 3B to which this form is annexed It may be useful to set out issues of securities on different dates as separate line items C nil Step 4: Subtract C from [ A x B ] to calculate remaining placement capacity under rule 7.1 A x ,412,569 04/03/2013 Appendix 3B Page 7

8 Note: number must be same as shown in Step 2 Subtract C Note: number must be same as shown in Step 3 Total [ A x 0.15] C 19,412,569 Part 2 [Note: this is the remaining placement capacity under rule 7.1] Rule 7.1A Additional placement capacity for eligible entities Step 1: Calculate A, the base figure from which the placement capacity is calculated A Note: number must be same as shown in Step 1 of Part 1 129,417,126 Step 2: Calculate 10% of A D 0.10 [Note: this value cannot be changed] Multiply A by ,941,713 Step 3: Calculate E, the amount of placement capacity under rule 7.1A that has already been used Insert number of equity securities issued or agreed to be issued in that 12 month period under rule 7.1A Notes: This applies to equity securities not just ordinary securities Include here if applicable the securities the subject of the Appendix 3B to which this form is annexed Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained It may be useful to set out issues of securities on different dates as separate line items E nil nil Step 4: Subtract E from [ A x D ] to calculate remaining placement capacity under rule 7.1A A x 0.10 Note: number must be same as shown in Step 2 Subtract E Note: number must be same as shown in Step 3 12,941,713 nil Total [ A x 0.10] E 12,941,713 [Note: this is the remaining placement capacity under rule 7.1A] Appendix 3B Page 8 04/03/2013

9 Appendix 3Y Appendix 3Y Rule 3.19A.2 Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX s property and may be made public. Introduced 30/09/01 Amended 01/01/11 Name of entity ARBN EUROPEAN METALS HOLDINGS LIMITED We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act. Name of Director David Reeves Date of last notice 3 November 2016 Part 1 Change of director s relevant interests in securities In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust Note: In the case of a company, interests which come within paragraph (i) of the definition of notifiable interest of a director should be disclosed in this part. Direct or indirect interest Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest. Indirect Eleanor Jean Reeves <Elanwi A/C> Date of change 24 November 2016 No. of securities held prior to change 3,720,244 CDIs 1,000,000 Options, 16.6 cents, exp 17 August 2020 Class Class B Performance Shares Number acquired 542,651 Number disposed Value/Consideration Note: If consideration is noncash, provide details and estimated valuation 01/01/2011 Appendix 3Y Page 1

10 Appendix 3Y No. of securities held after change Nature of change Example: onmarket trade, offmarket trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buyback 3,720,244 CDIs 542,651 Class B Performance Shares 1,000,000 Options, 16.6 cents, exp 17 August 2020 Issue of Class B Performance Shares as approved by Shareholders at Annual General Meeting held 18 November 2016 Part 2 Change of director s interests in contracts Note: In the case of a company, interests which come within paragraph (ii) of the definition of notifiable interest of a director should be disclosed in this part. Detail of contract Nature of interest Name of registered holder (if issued securities) Date of change No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed Interest acquired Interest disposed Value/Consideration Note: If consideration is noncash, provide details and an estimated valuation Interest after change Part 3 + Closed period Were the interests in the securities or contracts detailed above traded during a + closed period where prior written clearance was required? If so, was prior written clearance provided to allow the trade to proceed during this period? If prior written clearance was provided, on what date was this provided? No Appendix 3Y Page 2 01/01/2011

11 Appendix 3Y Appendix 3Y Rule 3.19A.2 Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX s property and may be made public. Introduced 30/09/01 Amended 01/01/11 Name of entity ARBN EUROPEAN METALS HOLDINGS LIMITED We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act. Name of Director Pavel Peichl Date of last notice 3 November 2016 Part 1 Change of director s relevant interests in securities In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust Note: In the case of a company, interests which come within paragraph (i) of the definition of notifiable interest of a director should be disclosed in this part. Direct or indirect interest Direct Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest. Date of change 24 November 2016 No. of securities held prior to change Class 2,778,672 CDIs 750,000 Options, 16.6 cents, exp 17 August 2020 Class B Performance Shares Number acquired 793,906 Number disposed Value/Consideration Note: If consideration is noncash, provide details and estimated valuation No. of securities held after change 2,778,672 CDIs 793,906 Class B Performance Shares 750,000 Options, 16.6 cents, exp 17 August /01/2011 Appendix 3Y Page 1

12 Appendix 3Y Nature of change Example: onmarket trade, offmarket trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buyback Issue of Class B Performance Shares as approved by Shareholders at Annual General Meeting held 18 November 2016 Part 2 Change of director s interests in contracts Note: In the case of a company, interests which come within paragraph (ii) of the definition of notifiable interest of a director should be disclosed in this part. Detail of contract Nature of interest Name of registered holder (if issued securities) Date of change No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed Interest acquired Interest disposed Value/Consideration Note: If consideration is noncash, provide details and an estimated valuation Interest after change Part 3 + Closed period Were the interests in the securities or contracts detailed above traded during a + closed period where prior written clearance was required? If so, was prior written clearance provided to allow the trade to proceed during this period? If prior written clearance was provided, on what date was this provided? No Appendix 3Y Page 2 01/01/2011

13 Appendix 3Y Appendix 3Y Rule 3.19A.2 Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX s property and may be made public. Introduced 30/09/01 Amended 01/01/11 Name of entity ARBN EUROPEAN METALS HOLDINGS LIMITED We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act. Name of Director Kiran Morzaria Date of last notice 20 October 2016 Part 1 Change of director s relevant interests in securities In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust Note: In the case of a company, interests which come within paragraph (i) of the definition of notifiable interest of a director should be disclosed in this part. Direct or indirect interest Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest. Indirect Rare Earth Minerals plc Date of change 24 November 2016 No. of securities held prior to change 21,860,756 CDIs Class Number acquired Number disposed Value/Consideration Note: If consideration is noncash, provide details and estimated valuation No. of securities held after change CDIs 5,000,000 CDIs $0.52 per CDI 26,860,756 CDIs 01/01/2011 Appendix 3Y Page 1

14 Appendix 3Y Nature of change Example: onmarket trade, offmarket trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buyback Placement as approved by Shareholders at Annual General Meeting held 18 November 2016 Part 2 Change of director s interests in contracts Note: In the case of a company, interests which come within paragraph (ii) of the definition of notifiable interest of a director should be disclosed in this part. Detail of contract Nature of interest Name of registered holder (if issued securities) Date of change No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed Interest acquired Interest disposed Value/Consideration Note: If consideration is noncash, provide details and an estimated valuation Interest after change Part 3 + Closed period Were the interests in the securities or contracts detailed above traded during a + closed period where prior written clearance was required? If so, was prior written clearance provided to allow the trade to proceed during this period? If prior written clearance was provided, on what date was this provided? No Appendix 3Y Page 2 01/01/2011